1.1 We are Thirty Capital Performance Group, LLC (“TCPG”, “we,” “us”) and we operate the website www.thirtycapitalperformancegroup.com, which provides access to related content, products and services (collectively, the “Services”) that are governed by these Terms of Service (“Legal Terms”).
1.2 These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “you”) and TCPG, concerning your access to and use of the Services. You agree by accessing the Services you have read and agree to be bound by these Legal Terms and our Privacy Policy (https://www.thirtycapitalperformancegroup.com/privacy-policy/), as each may be amended from time to time. If you do not agree, please discontinue using the Services immediately.
1.3 Subject to these Legal Terms, TCPG grants Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services, during the term of Client’s engagement of TCPG for the applicable Service (“Term”) for Client’s internal business purposes only.
1.4 Subject to these Legal Terms, TCPG will provide Client with reasonable technical support services during normal business hours (Monday-Friday from 9am-5pm ET) by emailing support@thirtycapitalperformancegroup.com or reaching out to Client’s TCPG Primary Contact.
2.1 Client Data. Client shall own all right, title and interest in and to all data provided by Client (“Client Data”). Client grants TCPG a worldwide, royalty-free, non-exclusive, perpetual license to access and use Client Data to provide the Services to Client and to monitor and improve the Services during the Term. Without limiting the foregoing, in addition to any other rights to use Client Data pursuant to these Legal Terms, TCPG may use Client Data (1) for its internal business purposes, including to improve, administer and deliver the Services, and (b) to create aggregate and anonymous data, which TCPG shall own and is permitted to use for any purpose.
2.2 Data Requirements. Client is responsible for ensuring that Client Data does not violate any applicable law (including any consent required under applicable data privacy laws) or infringe the rights of any third parties. While TCPG will not verify the Client Data or TCPG’s right to use the Client Data, pursuant to these Legal Terms TCPG retains the right to return to Client or delete or destroy any Client Data that violates these Legal Terms or is otherwise objectionable or inappropriate, as determined by TCPG in its sole discretion. Client agrees and acknowledges that it will not provide any medical or healthcare data to TCPG. Client shall be responsible for updating or correcting errors in any Client Data.
2.3 Restrictions and Responsibilities.
2.3.A Client will not, directly, or indirectly:
2.3.B Client is responsible for all activity related to Client’s account, including but not limited to, actions of Client’s employees, owners, officers, directors, contractors, subsidiaries, vendors, and third-party agents. If you become aware of any suspicious activity or unauthorized use of your Client account, you must notify TCPG immediately. TCPG shall not be liable for any loss or damage caused by Client’s failure to notify TCPG in a timely manner.
2.3.C Client may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Legal Terms and will be prohibited except to the extent expressly permitted by these Legal Terms.
2.3.D Although TCPG has no obligation to monitor Client’s use of the Services, TCPG may do so and may prohibit any use of Services it believes may be in violation of these Legal Terms.
2.3.E Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers internet service providers, and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client’s account or the Equipment. For the avoidance of doubt, TCPG shall not have any liability or responsibility to the extent Client is unable to access or use the Services as a result of any failure, degradation, non-performance, or other issue relating to Client’s Equipment.
2.3F Client is responsible for maintaining accurate and up-to-date notice contact information, authorized user information, and any other information required in connection with the provision of Services.
2.4. Client Data from Third Parties or Third-Party Sites. Upon Client’s written request to retrieve information for the Services from third parties or third-party sites, Client expressly authorizes and direct us, on your behalf, to electronically retrieve such Client Data maintained by third party sites with which you have a legally binding customer relationship. Subject to our privacy procedures as set forth in the Privacy Policy, we may work with one or more third party providers to access and retrieve your Client Data. We do not review the Client Data for accuracy, legality, or non-infringement. We are not responsible for and cannot guarantee the accuracy or timeliness of the Client Data that we retrieve on your behalf directly from third parties at your request. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalized settings, or other service interruptions. We assume no responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalized settings.
2.4A Acting as Your Authorized Agent. FOR PURPOSES OF PROVIDING THE SERVICES, AND SOLELY TO OBTAIN CLIENT DATA FOR YOU AT YOUR REQUEST FROM A THIRD PARTY OR THIRD PARTY SITE, YOU GRANT US A LIMITED POWER OF ATTORNEY, AND APPOINT US AS YOUR ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR YOU AND IN YOUR NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES, SERVERS OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, AS FULLY TO ALL INTENTS AND PURPOSES AS YOU COULD DO IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING YOUR CLIENT DATA FROM THIRD PARTY SITES AT YOUR DIRECTION, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT THIRD PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY YOU.
2.5 Third Party Services and Providers. Client acknowledges and agrees that TCPG works with certain third-party service providers (collectively, “Third-Party Providers”) of our choice to provide some or all the Services. You acknowledge and agree that any such Third-Party Providers may provide Services to you. If any use of the Services results in you leaving our site and entering the site of a third-party provider, then you will be subject to the terms of service or use and privacy policy of such third-party provider, so please review such terms carefully.
3.1 Client will pay TCPG the then applicable fees described in the TCPG Order Form and any other fees required under these Legal Terms (“Fees”). All Fees shall be paid in U.S. Dollars and are nonrefundable. All Fees are exclusive of applicable taxes, and Client shall be responsible for all taxes, including but not limited to, sales and use, excise, state and local privilege tax and VAT (but excluding U.S. taxes based on TCPG’s net income). TCPG reserves the right to change the Fees or applicable charges and to institute new Fees or charges, at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior written notice to Client (which may be sent by email).
3.1.A Any Fee amounts not received by the tenth (10th) day from the due date are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including but not limited to reasonable attorney’s fees, and may result in immediate termination or suspension of access to the Services at TCPG’s sole discretion.
3.1.B If Client believes that TCPG has billed Client incorrectly, Client must contact TCPG in writing no later than sixty (60) days after the billing statement in which the error or problem appeared to receive an adjustment or credit. If you do not contact TCPG within the required sixty (60) days, Client agrees that it waives its right to dispute such problems or discrepancies.
3.1.C Any payment you make by credit card will not be effective until the payment is processed. All credit card payments you make to us will be processed by third-party vendors. We do not control how quickly or accurately any third-party vendor processes any payment that you make. By making payment for Services by credit card, you expressly assume all risk that the third-party vendor may make an error in processing a payment you make or handling information you provide. We do not have access to or control over security reviews that any third-party vendor conducts for payments that you make, any access to information regarding any payment you make that a third-party vendor declines, or any access to any of your credit card data. In addition to not having access to any of your credit card data, we do not store any of your credit card data.
3.1.D If TCPG collects Fees on behalf of a vendor, then such vendor shall be an express third-party beneficiary of this Section 3.
3.2 Billing
3.2.A Annual Billing. For Clients on an annual billing schedule, the Annual Services Fee is payable on the day Client opts into service and on that day of each calendar year thereafter throughout the Term and any renewals.
3.2.B Additional Services Billing. During the Term, Client may engage TCPG to provide additional services, products or analysis as may be agreed upon by the parties in writing, which may be billed separately as agreed upon by Client and TCPG.
4.1 TCPG shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, templates, methodologies, or other technology developed in connection with Client support services or beta testing, and (c) all intellectual property rights relating to any of the foregoing. To the extent Client now or hereinafter acquires any right, title or interest in the foregoing, Client hereby assigns all such right, title and interest to TCPG. Except for the license rights expressly granted to Client herein, no other rights in or to the Services Software, or any other intellectual property of TCPG are granted to Client herein.
4.2 Notwithstanding anything to the contrary, TCPG shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and TCPG will be free to (I) use such information and data to improve and enhance the Services and for other internal development, diagnostic and corrective purposes in connection with the Services.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of TCPG includes, but is not limited to, non-public information regarding features, functionality and performance of the Services and Software. Confidential Information of Client includes non-public data provided by Client to TCPG to enable Client’s use of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in providing the Services, or as otherwise permitted in this Agreement) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public (through no actions of Receiving Party), or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party as evidenced by contemporaneous written records. Notwithstanding the restrictions in Section 5, if the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the Receiving Party must: where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure; disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.
6.1 The Term and renewals are as set forth in the TCPG Client Order Form. These Legal Terms will continue to apply while you are visiting our website, and until Client stops using the Services or the Services are terminated by either party. In addition, all sections of these Legal Terms which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, ownership, proprietary rights, confidentiality, indemnity, warranty disclaimers and limitation of liability.
6.2 Either party may terminate the TCPG Services if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice of the breach (or without notice in the case of nonpayment). Any notice of termination must be in writing.
6.3 Upon termination (i) Client shall pay all outstanding Fees through the end of the current Term (or if Client terminates due to a material breach by TCPG, through the date of termination), (ii) upon request, TCPG will return all Client Data to Client, at Client’s expense, or erase or otherwise destroy all Client Data if so directed by Client (with the exception of (1) automatically generated computer back-up or archival copies generated in the ordinary course of TCPG business, provided that such information shall remain subject to the confidentiality provisions herein until such information is automatically destroyed and (2) Client Data that has been aggregated, anonymized, or usage data collected by TCPG as permitted by these Legal Terms), and (iii) Client’s right to use the Services will terminate.
7.1 Client. Client represents and warrants that (i) Client is at least eighteen (18) years old, or has reached the age of majority in Client’s local jurisdiction; (ii) Client holds all rights and authority to engage in, and to authorize TCPG to engage in, the activities contemplated hereunder; (iii) the execution, delivery and performance of these Legal Terms, will not violate any existing law, rule, regulation, corporate document, order, determination or award of any governmental authority or arbitrator, applicable to Client and these Legal Terms are a legal, valid and binding obligation of Client, enforceable in accordance with its terms; and (iv) Client is authorized to furnish Client Data for use in the Services and the Client Data (and the provision of the Client Data) does not violate any law or infringe the rights of any third party.
7.2 TCPG. TCPG warrants that it will provide the Services ordered by Client in accordance with Client’s directives by using the information Client provides to TCPG. In the event of a breach of this warranty, TCPG will use commercially reasonable efforts to correct the reported non-conformity, at no charge to Client, or if TCPG determines such remedy to be impracticable, either party may terminate the Services pursuant to Section 6 hereunder. The foregoing shall be Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section 7.2. This warranty shall not apply: (i) unless Client makes a claim within 30 days of the date on which Client first noticed the non-conformity, or (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services.
7.3 Limitations and Exclusions. TCPG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TCPG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TCPG WILL NOT BE LIABLE FOR AND MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, (ii) RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE OR COMPLETE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT WILL MEET CLIENT’S EXPECTATIONS, OR (iv) ANY ERRORS IN ANY SOFTWARE THAT TCPG PROVIDES OR USES IN OFFERING THE SERVICES WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT CLIENT’S DISCRETION AND RISK AND CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEMS OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM TCPG OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE LEGAL TERMS.
8.1 Client Indemnification. Client agrees to defend, indemnify and hold harmless TCPG and its owners, officers, directors, affiliates, subsidiaries, representatives, contractors and employees from and against any and all claims or other actions arising or relating to: (i) Client’s breach of these Legal Terms, (ii) Client’s violation of any law, regulation, or third party right, or (iii) TCPG’s use of Client Data (provided such use is in accordance with these Legal Terms). TCPG will give Client prompt notice of any such claim. TCPG reserves the right to retain counsel of our choosing in TCPG’s sole discretion. Client agrees to cooperate in good faith to assist TCPG in its defense and any settlement negotiations and reimburse TCPG for reasonable settlement amounts. TCPG will not be responsible for any settlement it does not approve in writing.
8.2 TCPG Indemnification. TCPG agrees to defend, indemnify, and hold harmless Client from and against any claims or other actions by any third party alleging that the Services, when used as authorized under these Legal Terms, infringes a United States patent, copyright, or trademark. Client will give TCPG prompt notice of any such claim and TCPG shall have the option to assume the defense of such claim. Client will not be responsible for any settlement it does not approve in writing.
In response to an actual or potential patent, copyright or trademark infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as TCPG determines necessary to avoid material liability, TCPG will, at its option: (a) procure rights for Client’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without materially reducing the Service’s overall functionality; or (c) terminate the Services agreement, and refund Client any pre-paid, unused fees on a pro rata basis without any further liability to Client.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TCPG AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OWNERS, OFFICERS, DIRECTORS, AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE TO CLIENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND TCPG’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO TCPG FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT TCPG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.CHOICE OF LAW AND DISPUTE RESOLUTION.
These Legal Terms are governed by the laws of the State of North Carolina without regard to its conflict of laws provision. The parties agree to use commercial best efforts to resolve any disputes by working together in good faith. Any dispute, claim, or breach of these Legal Terms that cannot be resolved with good faith negotiations shall be finally settled by binding arbitration conducted in the English language, in Charlotte, North Carolina, USA, under the commercial arbitration roles of the American Arbitration Association (“AAA”). The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in the amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this section, each party shall have the right to institute judicial proceedings against the other party or any party acting by, through or under such other party, to enforce the instituting party’s rights hereunder through specific performance, injunction, or similar equitable relief.
TCPG reserves the right at any time to modify, update, or discontinue, temporarily or permanently, the Services, with or without notice to you. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. We may also revise these Legal Terms, and therefore we suggest that you check this link from time to time. We may notify you of any changes at the email address associated with your account. If you do not agree to the changes after receiving notice of the changes, you must stop using the Services. Your continued access or use of the Services indicates your agreement to be bound by any such changes.
12.1. Upon execution of an TCPG Client Order Form for TCPG Accounting Services, TCPG shall provide the Accounting Service. TCPG shall not be obligated to execute any Accounting Service until all information required to provide the service is received by TCPG from Client. Client shall cooperate to provide TCPG with full and accurate information required to complete the service in a timely manner.
12.2. TCPG will not be liable for any filing errors with any state or federal agency, including but not limited to, the Internal Revenue Service, due to inaccurate or deficient information provided by the Client related to bookkeeping and financial accounts.
12.3 Client shall remain fully responsible for updating or correcting any information related to bookkeeping and financial accounts.
12.5 TCPG DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL ENABLE CLIENT TO COMPLY WITH APPLICABLE LAWS, AND TCPG WILL NOT BE RESPONSIBLE FOR ANY REJECTED, DELAYED, OR RETURNED FILINGS THAT ARE THE RESULT OF MISSING, LATE, OR INCORRECT INFORMATION PROVIDED BY CLIENT OR BY FAILURE OF CLIENT TO TAKE ANY REQUIRED STEPS TO ENABLE SUCH SERVICES TO BE PROVIDED. TCPG SHALL HAVE NO RESPONSIBILITY, NOR BE LIABLE, FOR ANY CONSEQUENCES DUE TO LATE OR INACCURATE FILINGS, INCLUDING BUT NOT LIMITED TO, FEDERAL,, STATE OR LOCAL FEES, INTEREST, TAXES, OR PENALTIES IMPOSED AS A RESULT OF SUCH LATE OR INACCURATE FILING, OR THE COSTS OF ANY REMEDIAL FILINGS, PROVIDED THAT, IN THE EVENT SUCH LATE OR INACCURATE FILING WAS LATE OR INACCURATE SOLELY DUE TO A MISTAKE MADE BY TCPG OR ANOTHER CAUSE UNDER TCPG’S REASONABLE CONTROL, TCPG AGREES TO PAY CLIENT THE RELEVANT LATE FEES AND THE COST OF RESUBMITTING SUCH FILING, AS WELL AS OTHER OUT-OF-POCKET COSTS DIRECTLY RESULTING FROM SUCH MISTAKE OR OTHER CAUSE, PROVIDED THAT ALL REIMBURSEMENT REQUESTS ARE ACCOMPANIED BY SUFFICIENT SUPPORT DOCUMENTATION. TCPG SHALL HAVE NO LIABILITY FOR ANY AMOUNTS THAT ARE LEGITIMATELY OWED TO THE RELEVANT JURISDICTION IN CONNECTION WITH TIMELY-FILED FILINGS BUT WERE MISCALCULATED BY EITHER PARTY.
13.1 You may set up your account to provide various notifications. In addition, TCPG may from time to time provide certain communications to you such as service announcements, administrative messages, and other notifications (“Alerts”). Alerts may be sent to you following certain changes to our Services or your account. TCPG will make commercially reasonable efforts to provide Alerts in a timely manner with accurate information, but TCPG cannot guarantee the delivery, timeliness, or accuracy of the content of any Alert. TCPG will not be liable to Client for any delays, failure to deliver, or misdirected delivery of any Alert; for any errors in the content of an Alert; or for any actions taken or not taken by Client or any third party in reliance on an Alert.
13.2 Alerts may be sent by means of a general notice through electronic mail to your email address designated in your account, or telephone or text message to any phone number provided in connection with your account. If your email address or your mobile number changes, you are responsible for informing us of that change.
13.2 Because Alerts may not encrypt, anyone with access to your email will be able to view the contents of these Alerts.
13.4 By providing us with your email address, you consent to receive all required Alerts regarding our Services and other offerings electronically. All Alerts in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive Alerts electronically is valid until you end your relationship with us. You may print a copy of any electronic Alerts and retain it for your records. We reserve the right to terminate or change the terms or procedures by which we provide electronic Alerts and will provide you notice thereof in accordance with applicable law.
13.5 Client also consents to the recording of any electronic or written Alerts and any or all telephone conversations between Client, TCPG or any TCPG affiliates in connection with these Legal Terms, the Services and agrees and understands that recordings may be submitted in evidence in any legal proceeding relating to these Legal Terms.
13.6 Any notice to TCPG must be sent by submitting an electronic message through the Contact Us section at www.thirtycapitalperformancegroup.com or via email at info@thirtycapitalperformancegroup.com, unless explicitly instructed to do otherwise in these Legal Terms.
14.1 Assignment. The Services agreement is not assignable by Client, except with prior written consent from TCPG.
14.2 Severability. If any provision of these Legal Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Legal Terms will otherwise remain in full force and effect and enforceable.
14.3 No Waiver. No delay on TCPG’s behalf in exercising or any failure by TCPG to exercise any right or remedy available under these Legal Terms will be construed as a waiver unless reduced to writing and signed by TCPG.
14.4 Force Majeure. Each party will be excused for any failure or delay in its performance resulting from causes beyond its control, including, but not limited to, electric or other power failure, acts of God or of the public enemy, war, riot, civil disorder, embargo, fire, flood, pandemic, or strikes (however, this shall not apply to payment obligations hereunder).
14.5 Waivers and Modifications. All waivers and modifications of these Legal Terms must be in writing and signed by both parties, except as otherwise provided herein.
14.6 No Partnership. Nothing contained herein shall be deemed or construed to create a partnership, agency, joint venture, or employment between the parties. Client does not have any authority to bind TCPG in any respect whatsoever.
14.7 Notices. All notices under these Legal Terms will be in writing to Client’s Primary Contact provided during the onboarding process and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Client may update its Primary Contact by providing TCPG with written notice. Any notices to TCPG must be sent via email at info@thirtycapitalperformancegroup.com, unless explicitly instructed to do otherwise in these Legal Terms.
14.8 Marketing. Unless informed to the contrary by Client in writing, TCPG may use Client’s logo, name, and use case in TCPG’s public facing marketing materials.
14.9 Successors and Assigns. This Agreement is binding on Client’s successors, assigns, heirs, legal representatives, and personal representatives.
14.10 Not a Legal or Tax Advisor. Neither we nor our Services give, offer or render tax, financial or legal advice. Before making tax, legal, financial or other investment decisions regarding your entities, we recommend that you contact a financial advisor, or tax or legal professional.
14.11 Entire Agreement. These Legal Terms, along with the Privacy Policy, and Order Form, constitute the entire agreement between Client and TCPG and govern Client’s use of the Services, superseding any prior agreements between us. Client may be subject to additional terms and conditions when you use or purchase certain additional services, affiliate services, third-party content, or third-party software.
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